U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Bream Ventures, Inc.
(Name of small business issuer in its charter)
Nevada 1081 98-0344538
(State or jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation Classification Number) Identification Number)
or organization)
5277 Marine Drive
West Vancouver, B.C. V7W 2P5
Phone: (604) 209-4213
(Address and telephone number of principal executive offices and place of
business)
Kennan E. Kaeder
Attorney at Law
110 West C Street, Suite 1904
San Diego, Ca 92101
Phone: (619) 232-6545
Fax: (619) 236-8182
Email: kennan@kklawoffice.com
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: as soon as
practicable after this registration becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
CLASS OF REGISTERED MAXIMUM OFFERING MAXIMUM REGISTRATION FEE
SECURITIES TO BE PRICE PER AGGREGATE
REGISTERED OFFERING PRICE
- ----------------------------------------------------------------------------------------------------
Common 1,800,000 $0.05 $90,000 $22.50
- ----------------------------------------------------------------------------------------------------
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
BREAM VENTURES, INC.
1,800,000 Shares
Common Stock
Offering Price $0.05 per share
This is our initial public offering so there is currently no public
market for our shares. See "Risk Factors" commencing on page 1 for a full
discussion of the risks involved in this offering.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of our shares or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
- --------------------------------------------------------------------------------
Price to Public Commissions & Proceeds to
Payable In Cash Discounts Prior to Company
On Subscription Legal and Prior to Legal
Accounting Fees and
Accounting
Fees
Per Share $0.05 $.00 $.05
Total $90,000 $.00 $90,000
We will offer the shares ourselves and do not plan to use underwriters
or pay any commissions. We will be selling our shares in a direct participation
offering and no one has agreed to buy any of our shares. There is no minimum
amount of shares we must sell so no money raised from the sale of our stock will
go into escrow, trust or another similar arrangement. The offering will remain
open for 90 days, unless we decide to cease selling efforts prior to this date.
The minimum purchase is 50,000 shares at $.05 per share or $1,250.00.
The information in this prospectus is not complete and may be changed.
We may not sell our shares until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell our shares and it is not soliciting an offer to buy our shares in any
state where the offer or sale is not permitted.
BREAM VENTURES, INC.
The date of this prospectus is ____________, 2001
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TABLE OF CONTENTS
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Page
Prospectus Summary..........................................................1
Risk Factors................................................................1
Use Of Proceeds.............................................................3
Determination Of Offering Price.............................................3
Dilution....................................................................4
Plan Of Distribution........................................................5
Special Note Regarding Forward Looking Statements...........................6
Legal Proceedings...........................................................6
Directors, Executive Officers, Promoters And Control Persons................6
Security Ownership Of Certain Beneficial Owners And Management..............8
Description Of Securities...................................................8
Shares Eligible For Future Sale............................................10
Certain Transactions.......................................................12
Business...................................................................13
Management Discussion And Analysis Or Plan Of Operation....................18
Legal Matters..............................................................20
Experts....................................................................20
Available Information......................................................20
Financial Statements.......................................................F1
Until ___________________________, 2001 all dealers that effect
transactions in our shares, whether or not participating in this offering, may
be required to deliver a prospectus. This is in addition to the dealer's
obligation to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments or subscriptions.
i
PROSPECTUS SUMMARY
BREAM VENTURES, INC. was incorporated under the laws of the State
of Nevada on March 9, 2001. We have not commenced active business operations.
We are an exploration stage company. We have acquired a mining lease
on a total of 8 unpatented lode mineral claims located in Mineral County,
Nevada. A patented lode mineral claim is the highest form of holding a
mineral claim. It means that no more assessment work is necessary and that
all mineral rights, both surface and underground, are included in the claim.
An unpatented claim means that more assessment work is necessary before all
mineral rights can be claimed. We intend to explore for metals, including
silver, gold and other valuable minerals, on our property. There can be no
assurance that valuable minerals exist on our property until proper
geological testing and analysis is performed.
Our administrative office is located at 5277 Marine Drive, West
Vancouver, British Columbia, Canada V7W 2P5, telephone (604) 209-4213. Our
Nevada office is located at 50 West Liberty Street, Suite 880, Las Vegas,
Nevada, 89501. Our fiscal year end is March 31.
The Offering
Securities Offered................ 1,800,000 shares of common stock.
Offering Price.................... The shares are offered at $0.05 per share
for total gross offering proceeds of
$90,000.00.
Terms Of The Offering............. There is no minimum offering. Accordingly,
as shares are sold, we will use the money
raised for our activities. The offering will
remain open for 90 days, or an additional
60 days at the sole discretion of our
management, unless the total proceeds are
earlier received or we determine, in our
sole discretion to cease selling efforts.
Net Proceeds Our Company.......... $90,000.00
Use Of Proceeds................... We will use the proceeds to pay for offering
expenses, research and exploration.
RISK FACTORS
THERE MAY BE NO MINERALS ON OUR PROPERTY. We must conduct
exploration to determine what amount of minerals, if any, exist on our
property, and if any minerals which are found can be economically extracted
and profitably processed. We do not claim to have any minerals or reserves
whatsoever at this time on any of our claims.
OUR COMPANY IS ONLY RECENTLY ORGANIZED WITH NO OPERATING HISTORY
WHICH MAKES AN EVALUATION OF US DIFFICULT. Our company was recently organized on
March 9, 2001 and is a start-up company. We have no operating history and
we do not have any business prior to our organization. As of March 31, we had
incurred losses of $4,903 and we expect losses to continue. There is nothing at
this time on which to base an assumption that our business plan will prove
successful, and there is no assurance that we will be able to operate
profitably. You should not invest in this offering unless you can afford to lose
your entire investment.
1
BECAUSE OF OUR LACK OF FUNDS AND PAST LOSSES, OUR INDEPENDENT
ACCOUNTANTS' AUDIT REPORT STATES THAT THERE IS SUBSTANTIAL DOUBT ABOUT OUR
ABILITY TO CONTINUE AS A GOING CONCERN. Our independent certified public
accountants have pointed out that we have incurred losses since our inception
and have not yet been successful in establishing profitable operations, raising
substantial doubt about our ability to continue as a going concern. Therefore,
our ability to continue as a going concern is highly dependent upon obtaining
additional financing for our planned operations. If we are unable to raise
additional capital then you may lose your entire investment.
WE ARE DEPENDENT UPON THIS OFFERING TO BE ABLE TO IMPLEMENT OUR
BUSINESS PLAN AND OUR LACK OF REVENUES AND PROFITS MAY MAKE OBTAINING ADDITIONAL
CAPITAL MORE DIFFICULT. We presently have no significant operating capital and
we are totally dependent upon receipt of the proceeds of this offering to
provide the capital necessary to commence our proposed business. Upon completion
of the offering, the amount of capital available to us will still be extremely
limited, especially if less than the total amount of the offering is raised
since this is not an underwritten offering. We have no commitments for
additional cash funding beyond the proceeds expected to be received from this
offering. In the event that the proceeds from this offering are not sufficient
given the capital-intensive nature of our business, we may need to seek
additional financing from commercial lenders or other sources, for which we
presently have no commitments or arrangements.
WE MUST LIMIT OUR EXPLORATION BECAUSE WE ARE SMALL AND DO NOT HAVE
MUCH CAPITAL. There are other larger exploration companies that could and
probably would spend more time and money exploring our property.
INVESTORS WILL BE UNABLE TO SELL THEIR SHARES IF A TRADING MARKET
DOES NOT DEVELOP. Because there is no public trading market for our common
stock, you may not be able to resell your shares. Therefore there is no
central place, like a stock exchange or electronic trading system, to resell
your shares. If you do want to resell your shares, you will have to locate a
buyer and negotiate your own sale.
MANAGEMENT WILL NOT SPEND FULL TIME ON THE BUSINESS OF BREAM. Our
sole employee, shareholder, officer and director is Anthony England. He will
not be employed full time, at least initially, as he is involved with other
businesses and has other interests which could give rise to conflicts of
interest with respect to carrying out the operations of Bream.
MANAGEMENT HAS NO EXPERIENCE WITH MINERAL EXPLORATION. Our sole
employee, shareholder, officer and director has no experience with mineral
exploration and mining. This could detrimentally impact the ability of Bream
to implement its business plan.
2
USE OF PROCEEDS
The net proceeds to us from the sale of the 1,800,000 shares offered
hereby at a public offering price of $0.05 per share will vary depending upon
the total number of shares sold. Regardless of the number of shares sold, we
expect to incur offering expenses estimated at $18,022 for legal, accounting,
printing and other costs in connection with the offering.
The table below shows how proceeds from this offering would be used for
scenarios where our company sells various amounts of the shares and the priority
of the use of net proceeds in the event actual proceeds are not sufficient to
accomplish the uses set forth. Pending use, we will invest the net proceeds in
investment-grade, short-term, interest bearing securities.
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
PERCENT OF TOTAL SHARES OFFERED 25% 50% 75% 100%
($) ($) ($) ($)
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
------------- ------------ ------------ ------------
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Shares sold 450,000 900,000 1,350,000 1,800,000
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Gross proceeds from offering $22,500 $45,000 $67,500 $90,000
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Less: Offering Expenses $18,022 $18,022 $18,022 $18,022
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Net Offering Proceeds $4,478 $26,978 $49,478 $71,978
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Use of Net Proceeds*
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Claim staking $4,478 $5,000 $5,000 $5,000
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Filing fees $0.00 $7,000 $7,000 $7,000
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Compilation $0.00 $2,000 $2,000 $2,000
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Soil and rock sampling $0.00 $1,000 $1,000 $1,000
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Permitting and geologist $0.00 $7,000 $7,000 $7,000
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Drilling and assaying $0.00 $0.00 $25,000 $34,000
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Reclamation $0.00 $0.00 $0.00 $4,000
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Working Capital* $0.00 $4,978 $2,478 $11,978
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
-------- -------- --------- ----------
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Total Use of Proceeds $4,478 $26,978 $56,975 $71,978
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
======== ======== ========= =========
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
* The use of net proceeds describes the expenses that will be incurred in
association with Phase I of our business plan. Phase II of the business plan
will not be implemented until the success of Phase I is evaluated to determine
whether further exploration work is warranted. For this reason, we will retain
as working capital any sums not utilized in Phase I until further financing is
obtained for Phase II assuming further exploration work is warranted.
We will not be able to conduct any exploration activities unless
approximately 50% of the offering is sold. In addition, unless approximately
50% of the offering is sold, all of our paid in capital will have been
utilized to pay the expenses of this offering. Unless at least 25% of the
offering is sold, we may not be able to pay the expenses of the offering. If
we are not able to pay our offering expenses we will incur further losses.
It is possible that no proceeds may be raised from this offering. It is also
possible that some, but not all, of the 1,800,000 shares offered will be
sold. If fewer than all of the shares are sold, we will have to delay or
modify our plan. There can be no assurance that any delay or modification
will not adversely affect our development. If we require additional funds to
develop our plan, such funds may not be available on terms acceptable to us.
Possible working capital uses include advertising and other ongoing
selling, general and administrative expenses, to be determined by our executive
officers based upon their assessment of our company's needs.
Any funds not used for the purposes indicated will be used for general
working capital. If less than the entire offering is received, funds will be
applied according to the priorities outlined above. For example, if less than
$22,500 is received, the entire amount will be applied toward legal and
accounting fees for this offering as well as quarterly and annual reports
required under the Securities Exchange Act of 1934.
DETERMINATION OF OFFERING PRICE
There is no established public market for the shares of common stock
being registered. As a result, the offering price and other terms and conditions
relative to the shares of common stock offered hereby have been arbitrarily
determined by us and do not necessarily bear any relationship to assets,
earnings, book value or any other objective criteria of value. In addition, no
investment banker, appraiser or other independent, third party has been
consulted concerning the offering price for the shares or the fairness of the
price used for the shares.
3
DILUTION
You will suffer substantial dilution in the purchase price of your
stock compared to the net tangible book value per share immediately after the
purchase.
Dilution is the difference between the public offering price of $0.05
per share for the common stock offered herein, and the net tangible book value
per share of the common stock immediately after its purchase. Our net tangible
book value per share is calculated by subtracting our total liabilities from our
total assets less any intangible assets, and then dividing by the number of
shares then outstanding.
Our net book value prior to the offering, based on the March 31, 2001
financial statements, was $7,597 or approximately $0.006 per common share. Prior
to selling any shares in this offering, we had 2,500,000 shares of common stock
outstanding, which were purchased by the founding shareholders for $25,000. We
are now offering up to 1,800,000 shares at $0.05 per share. If all shares
offered herein are sold, we will have 4,300,000 shares outstanding upon
completion of the offering. Our post offering pro forma net book value, which
gives effect to receipt of the net proceeds from the offering on all shares sold
but does not take into consideration any other changes in our net tangible book
value, will be $79,584 or approximately $0.018 per share. This would result in
dilution to investors in this offering of $0.032 per share, or approximately 64%
from the public offering price of $0.05 per share. Net tangible book value per
share would increase to $0.012 per share for our current shareholder.
Dilution Table
The following table sets forth the estimated net tangible book value
("NTBV") per share after the offering and the dilution to persons purchasing
shares based upon various levels of sales achieved:
- -------------------------------------- ----------------- ----------------- ----------------- ----------------
450,000 900,000 1,350,000 1,800,000
SHARES SOLD SHARES SOLD SHARES SOLD SHARES SOLD
--------------- -------------- -------------- --------------
- -------------------------------------- ----------------- ----------------- ----------------- ----------------
Public offering price/share $0.05 $0.05 $0.05 $0.50
- -------------------------------------- ----------------- ----------------- ----------------- ----------------
NTBV/share prior to offering $0.006 $0.006 $0.006 $0.006
- -------------------------------------- ----------------- ----------------- ----------------- ----------------
Net proceeds to Bream* $4,478 $26,978 $49,478 $71,978
- -------------------------------------- ----------------- ----------------- ----------------- ----------------
Total shares outstanding 2,950,000 3,400,000 3,850,000 4,300,000
- -------------------------------------- ----------------- ----------------- ----------------- ----------------
Increase attributable to new $0.000 $0.004 $0.008 $0.012
shareholders
- -------------------------------------- ----------------- ----------------- ----------------- ----------------
Post offering pro forma NTBV/share $0.004 $0.010 $0.014 $0.018
- -------------------------------------- ----------------- ----------------- ----------------- ----------------
Comparative Data
The following table sets forth with respect to existing shareholders
and new investors, a comparison of the number of shares of common stock acquired
from our company, the percentage ownership of such shares, the total
consideration paid, the percentage of total consideration paid and the average
price per share.
- ---------------------------------- --------------------------------------------- -----------------------------------------------
SHARES PURCHASED TOTAL CONSIDERATION
----------------------------------- --------------------------------------
- ---------------------------------- ------------------ ------------------ ----------------- ------------------ ------------------
NUMBER PERCENT AMOUNT PERCENT AVERAGE PRICE
-------------- ------------- ------------- ------------- PER SHARE
--------------
- ---------------------------------- ------------------ ------------------ ----------------- ------------------ ------------------
Existing shareholder 1,250,000 29% $12,500 11% $0.10
Anthony England
- ---------------------------------- ------------------ ------------------ ----------------- ------------------ ------------------
Existing shareholder 625,000 14.5% $6,250 5.5% $0.10
Brent Forgeron
- ---------------------------------- ------------------ ------------------ ----------------- ------------------ ------------------
Existing shareholder 625,000 14.5% $6,250 5.5% $0.10
Shane Barber
- ---------------------------------- ------------------ ------------------ ----------------- ------------------ ------------------
New investors* 1,800,000 42% $90,000 88% $0.05
---------------- ---------------- ---------------- ---------------- ----------------
- ---------------------------------- ------------------ ------------------ ----------------- ------------------ ------------------
Total 4,300,000 100% $115,000 100% $0.026
================ ================ ================ ================ ================
- ---------------------------------- ------------------ ------------------ ----------------- ------------------ ------------------
- ------------
* It is possible we may not sell any of the shares, in which case the proceeds
to Bream will be $0.
4
PLAN OF DISTRIBUTION
General
The following discussion addresses the material terms of the plan of
distribution.
We are offering up to 1,800,000 shares of our common stock at a
price of $0.05 per share to be sold by Mr. England, our principal executive
officer and director. This will be the only method of distribution. Bream does
not intend to make any distribution through an underwriter or on the Internet.
The shares will be sold through our principal executive officer and director, so
no compensation will be paid with respect to those sales, except for
reimbursement of expenses actually incurred on behalf of our company in
connection with such activities. Since this offering is conducted as a direct
participation offering, there can be no assurance that any of the shares will be
sold. A subscription agreement, the form of which is attached to this
prospectus, will be required to be submitted by all purchasers of the shares.
The offering will not be sold to officers, directors or affiliates of Bream. The
minimum purchase is 50,000 shares at $.05 per share or $1,250.00.
There is currently no market for any of our shares and no assurances
are given that a public market for such securities will develop after the
closing of this offering or be sustained if developed. While we plan following
the closing of this offering to take affirmative steps to request or encourage
one or more broker/dealers to act as a market maker for our securities, no such
efforts have yet been undertaken and no assurances are given that any such
efforts will prove successful. As such, investors may not be able to readily
dispose of any shares purchased hereby.
Our president, Mr. England, who is an associated person of us as that
term is defined in Rule 3a4-1 under the Exchange Act, shall conduct the
offering. Mr. England is deemed not to be a broker for the following reasons:
*He is not subject to a statutory disqualification as that term is
defined in Section 3(a)(39) of the Exchange Act at the time of his
participation in the sale of our securities.
*He will not be compensated for his participation in the sale of our
securities by the payment of commission or other remuneration based
either directly or indirectly on transactions in securities.
*He is not an associated person of a broker or dealers at the time of
his participation in the sale of our securities.
*He will restrict his participation to the following activities:
A. Preparing any written communication or delivering any
communication through the mails or other means that does not
involve oral solicitation by him of a potential purchaser;
B. Responding to inquiries of potential purchasers in a
communication initiated by the potential purchasers, provided
however, that the content of responses are limited to
information contained in a registration statement filed under
the Securities Act or other offering document;
C. Performing ministerial and clerical work involved in
effecting any transaction.
5
As of the date of this prospectus, no broker has been retained by us
for the sale of securities being offered. In the event a broker who may be
deemed an underwriter is retained by us, an amendment to our registration
statement will be filed.
The offering will remain open for a period until 90 days or an
additional 60 days in our sole discretion, unless the entire gross proceeds are
earlier received or we decide, in our sole discretion, to cease selling efforts.
Our officers, directors and stockholders and their affiliates may purchase
shares in this offering.
No Escrow Of Proceeds
There is no escrow of any of the proceeds of this offering.
Accordingly, we will have use of such funds once we accept a subscription and
funds have cleared. Such funds shall be non-refundable to subscribers except as
may be required by applicable law.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements under the "Prospectus Summary," "Risk Factors,"
"Management Discussion and Analysis or Plan of Operation," "Business" and
elsewhere in this prospectus constitute forward-looking statements. These
statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results, levels of activity, performance, or achievements
to be materially different from any future results, levels of activity,
performance, or achievement expressed or implied by such forward-looking
statements. Such factors include, among other things, those listed under "Risk
Factors" and elsewhere in this prospectus.
In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "could," "intend," "expects,"
"plan," "anticipates," "believes," "estimates," "predicts," "potential," or
"continue" or the negative of such terms or other comparable terminology.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance, or achievements. Moreover, neither we nor any
other person assumes responsibility for the accuracy and completeness of such
statements. We are under no duty to update any of the forward-looking statements
after the date of this prospectus.
None of these forward-looking statements refer to exploration,
development, production or other anticipated mining activity.
LEGAL PROCEEDINGS
We are not a party to or aware of any threatened litigation of a
material nature.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Executive Officers And Directors
The following table sets forth the directors and executive officers of
6
our company, their ages, term served and all officers and positions with our
company. A director is elected for a period of one year and thereafter serves
until his or her successor is duly elected by the stockholders and qualifies.
Officers and other employees serve at the will of the Board of Directors.
There are no arrangements or understandings regarding the length of
time a director of our company is to serve in such a capacity. Our director
holds no directorships in any other company subject to the reporting
requirements of the Securities Exchange Act of 1934.
NAME OF DIRECTOR AGE TERM SERVED POSITIONS WITH COMPANY
- ------------------ ---- --------------- ----------------------
Anthony England 46 Since inception President, Secretary-
Treasurer & Director
Mr. England will serve as management of our company. A brief
description of his background and business experience is as follows:
Mr. England has been the President, Secretary-Treasurer and Director
since our company's inception on March 9, 2001. Mr. England was employed as the
president of Georgia West Management from October 1999 through March 2001. Prior
to that he was employed as the investor relations officer of Fleming Financial
Corporation from February 1995 through March 1997. Between December 1994 and
February 1995 he was employed as the investor relations officer of Urban
Resource, Inc. Mr. England is expected to hold his position with our company
until the next annual meeting of shareholders and devote approximately 15 to 20
hours per week to the Bream.
Executive Compensation
Our sole director does not currently receive and has never received any
compensation for serving as a director to date. In addition, at present, there
are no ongoing plans or arrangements for compensation of any of our officers.
However, we expect to adopt a plan of reasonable compensation to our officers
and employees when and if we become operational and profitable.
The following table sets forth all compensation awarded to, earned by,
or paid for services rendered to us in all capacities during the period ended
March 31, 2001, by Mr. England, our sole executive officer.
Summary Compensation Table
Long-Term Compensation Awards
NAME AND PRINCIPAL COMPENSATION-2000 ($)NUMBER OF SHARES
POSITION SALARY ($)BONUS UNDERLYING OPTIONS (#)
- ------------------ ------ -------- ----------------------
Anthony England None None None
President
We do not presently have a stock option plan but intend to develop an
incentive based stock option plan for our officers and directors in the future
and may reserve up to ten percent of our outstanding shares of common stock for
that purpose.
7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of our company's common stock with respect to each named
director and executive officer of our company, each person known to our company
to be the beneficial owner of more than five percent (5%) of said securities,
and all directors and executive officers of our company as a group:
TITLE AMOUNT AND NATURE OF PERCENT % AFTER
NAME AND ADDRESS OF CLASS BENEFICIAL OWNERSHIP OF CLASS OFFERING
- ---------------- -------- -------------------- -------- --------
Anthony England Common 1,250,000 shares 50% 11%
5277 Marine
Drive, West
Vancouver, B.C.
V7W 2P5
Brent Forgeron Common 625,000 shares 25% 5.5%
5277 Marine
Drive, West
Vancouver, B.C.
V7W 2P5
Shane Barber Common 625,000 shares 25% 5.5%
5277 Marine
Drive, West
Vancouver, B.C.
V7W 2P5
All officers & Common 1,125,000 shares 50% 11%
directors as
a group (1 person)
Prior to the sale of any shares in this offering, Mr. England, Mr.
Forgeron and Mr. Barber were the only shareholders of Bream.
DESCRIPTION OF SECURITIES
The shares registered pursuant to the registration statement of which
this prospectus is a part are shares of common stock, all of the same class and
entitled to the same rights and privileges as all other shares of common stock.
Common Stock
Bream is presently authorized to issue 100,000,000 shares of $.001 par
value common stock. The holders of common stock, including the shares offered
hereby, are entitled to equal dividends and distributions, per share, with
respect to the common stock when, as and if declared by the Board of Directors
from funds legally available therefore. No holder of any shares of common stock
has a pre-emptive right to subscribe for any securities of our company nor are
any common shares subject to redemption or convertible into other securities of
our company. Upon liquidation, dissolution or winding up of our company, and
after payment of creditors and preferred stockholders, if any, the assets will
be divided pro-rata on a share-for-share basis among the holders of the shares
of common stock. All shares of common stock now outstanding are fully paid,
validly issued and non-assessable. Each share of common stock is entitled to one
vote with respect to the election of any director or any other matter upon which
shareholders are required or permitted to vote. Holders of our company's common
stock do not have cumulative voting rights, so that the holders of more than 50%
of the combined shares voting for the election of directors may elect all of the
directors, if they choose to do so and, in that event, the
8
holders of the remaining shares will not be able to elect any members to the
Board of Directors.
Bream has reserved from its authorized but unissued shares a sufficient
number of shares of common stock for issuance of the shares offered hereby. The
shares of common stock issuable upon subscription of the offering will be, when
issued in accordance with the terms of the offering, fully paid and
non-assessable.
Preferred Stock
Bream is also presently authorized to issue 10,000,000 shares of $.001
par value preferred stock. No preferred stock has been issued as of this date
and management has no current plans to issue preferred stock to any investor.
Under our company's articles of incorporation, as amended, the Board of
Directors has the power, without further action by the holders of the common
stock, to designate the relative rights and preferences of the preferred stock,
and issue the preferred stock in such one or more series as designated by the
Board of Directors. The designation of rights and preferences could include
preferences as to liquidation, redemption and conversion rights, voting rights,
dividends or other preferences, any of which may be dilutive of the interest of
the holders of the common stock or the preferred stock of any other series. The
issuance of preferred stock may have the effect of delaying or preventing a
change in control of our company without further shareholder action and may
adversely effect the rights and powers, including voting rights, of the holders
of common stock. In certain circumstances, the issuance of preferred stock could
depress the market price of the common stock. The Board of Directors effects a
designation of each series of preferred stock by filing with the Nevada
Secretary of State a Certificate of Designation defining the rights and
preferences of each such series. Documents so filed are matters of public record
and may be examined in accordance with procedures of the Nevada Secretary of
State, or copies thereof may be obtained from our company.
Options and Warrants
We do not presently have any options or warrants authorized or any
securities that may be convertible into common stock. However, our board of
directors may later determine to authorize options and warrants for our company.
Dividend Policy
We have not previously paid any cash dividends on our common stock
and do not anticipate or contemplate paying dividends on our common stock in
the foreseeable future. Our present intention is to utilize all available
funds for the development of our business. There is no assurance that we will
ever have excess funds available for the payment of dividends. The only legal
restrictions that limit the ability to pay dividends on common equity or that
are likely to do so in the future, are those restrictions imposed by state
laws. Under Nevada corporate law, no dividends or other distributions may be
made which would render our company insolvent or reduce assets to less than
the sum of its liabilities plus the amount needed to satisfy any outstanding
liquidation preferences.
9
Transfer Agent
We intend to use Nevada Agency And Trust Company, 50 West Liberty
Street, Suite 880, Reno, NV 89501 as our transfer agent and registrar for the
common stock upon completion of the offering.
Shares Eligible For Future Sale
Upon completion of this offering, we will have 4,300,000 shares of
common stock outstanding, if we sell all of the shares in this offering. Of
these shares, the 1,800,000 shares to be sold in this offering will be freely
tradable without restriction or further registration under the Securities Act of
1933.
The remaining 2,500,000 of common stock held by the existing
stockholders were issued and sold by us in reliance on exemptions from the
registration requirements of the Securities Act. Of these shares, 1,250,000 will
become eligible for sale on March 16, 2002 subject to the limitations of Rule
144, and 1,250,000 will become eligible for sale under Rule 144 on April 18,
2002. We cannot predict the effect, if any, that offers or sales of these shares
would have on the market price. Nevertheless, sales of significant amounts of
restricted securities in the public markets could adversely affect the fair
market price of the shares, as well as impair our ability to raise capital
through the issuance of additional equity shares.
In general, under Rule 144, a person who has beneficially owned shares
for at least one year is entitled to sell, within any three-month period, a
number of shares that does not exceed the greater of (1) one percent of the then
outstanding shares of common stock or (2) the average weekly trading volume in
the common stock in the over-the-counter market during the four calendar weeks
preceding the date on which notice of the sale is filed, provided several
requirements concerning availability of public information, manner of sale and
notice of sale are satisfied. In addition, our affiliates must comply with the
restrictions and requirements of Rule 144, other than the one-year holding
period requirement, in order to sell shares of common stock which are not
restricted securities.
Under Rule 144(k), a person who is not an affiliate and has not been
an affiliate for at least three months prior to the sale and who has
beneficially owned shares for at least two years may resell their shares
without compliance with the foregoing requirements. In meeting the one- and
two-year holding periods described above, a holder of shares can include the
holding periods of a prior owner who was not an affiliate. The one- and
two-year holding periods described above do not begin to run until the full
purchase price or other consideration is paid by the person acquiring the
shares from the issuer or an affiliate. Rule 701 provides that currently
outstanding shares of common stock acquired under our employee compensation
plans, and shares of common stock acquired upon exercise of presently
outstanding options granted under these plans, may be resold beginning 90
days after the date of this prospectus:
- by persons, other than affiliates, subject only to the manner of
sale provisions of Rule 144, and
- by affiliates under Rule 144 without compliance with its one-year
minimum holding period, subject to some limitations.
There is presently no agreement by any holder, including our
"affiliates," of "restricted" shares not to sell their shares.
10
Penny Stock Regulation
Our shares will probably be subject to the Penny Stock Reform Act of
1990 which may potentially decrease your ability to easily transfer our shares.
Broker-dealer practices in connection with transactions in "penny stocks" are
regulated. Penny stocks generally are equity securities with a price of less
than $5.00. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock, the broker-dealer make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. As our shares immediately following this offering will likely
be subject to such penny stock rules, investors in this offering will in all
likelihood find it more difficult to sell their securities.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our articles of incorporation contains provisions permitted under the
Nevada Corporations Code relating to the liability of directors. The provisions
eliminate a director's liability to stockholders for monetary damages for a
breach of fiduciary duty, except in circumstances involving wrongful acts,
including the breach of a director's duty of loyalty or acts or omissions which
involve intentional misconduct or a knowing violation of law. Our certificate of
incorporation also contains provisions obligating us to indemnify our directors
and officers to the fullest extent permitted by the General Corporation Law of
Nevada. We believe that these provisions will assist us in attracting and
retaining qualified individuals to serve as directors.
Following the close of this offering, we will be subject to the State
of Nevada's business combination statute. In general, the statute prohibits a
publicly held Nevada corporation from engaging in a business combination with a
person who is an interested stockholder for a period of three years after the
date of the transaction in which that person became an interested stockholder,
unless the business combination is approved in a prescribed manner. A business
combination includes a merger, asset sale or other transaction resulting in a
financial benefit to the interested stockholder. An interested stockholder is a
person who, together with affiliates, owns, or, within three years prior to the
proposed business combination, did own 15% or more of our voting stock. The
statute could prohibit or delay mergers or other takeovers or change in control
attempts and, accordingly, may discourage attempts to acquire us.
As permitted by Nevada law under Nevada Revised Statutes 78.037, we
intend to eliminate the personal liability of our directors for monetary
damages for breach or alleged breach of their fiduciary duties as directors,
subject to exceptions. In addition, our bylaws provide that we are required
to indemnify our officers and directors, employees and agents under
11
circumstances, including those circumstances in which indemnification would
otherwise be discretionary, and we would be required to advance expenses to
our officers and directors as incurred in proceedings against them for which
they may be indemnified. The bylaws provide that we, among other things, will
indemnify officers and directors, employees and agents against liabilities
that may arise by reason of their status or service as directors, officers,
or employees, other than liabilities arising from willful misconduct, and to
advance their expenses incurred as a result of any proceeding against them as
to which they could be indemnified. At present, we are not aware of any
pending or threatened litigation or proceeding involving a director, officer,
employee or agent of ours in which indemnification would be required or
permitted. We believe that our charter provisions and indemnification
agreements are necessary to attract and retain qualified persons as directors
and officers.
We have agreed to the fullest extent permitted by applicable law, to
indemnify all our officers and directors. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act") may be
permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
CERTAIN TRANSACTIONS
In connection with the organization of Bream, Anthony England, the
founding shareholder, President, Secretary-Treasurer and Director of our
company, has paid $12,500.00 cash to purchase 1,250,000 shares of common
stock on March 16, 2001. Brent Forgeron paid $6,250.00 cash to purchase
625,00,000 shares of common stock on April 18, 2001. Shane Barber paid
$6,250.00 cash to purchase 625,00,000 shares of common stock on April 18,
2001.
Bream presently has no office facilities but for the time being will
use as its business address the office of Mr. England on a rent free basis,
until such time as the business operations of our company may require more
extensive facilities and our company has the financial ability to rent
commercial office space. There is presently no formal written agreement for the
use of such facilities, and no assurance that such facilities will be available
to our company on such a basis for any specific length of time.
We have no formal written employment agreement or other contracts with
our officer, and there is no assurance that the services to be provided by
them, and facilities to be provided by Mr. England, will be available for any
specific length of time in the future. Mr. England anticipates initially
devoting up to approximately 15 to 20 hours per week of his time to the affairs
of our company. If and when the business operations of our company increase and
a more extensive time commitment is needed, Mr. England is prepared to devote
more time to our company, in the event that becomes necessary. The amounts of
compensation and other terms of any full time employment arrangements with our
company would be determined if and when such arrangements become necessary.
12
BUSINESS
History And Organization
Bream Ventures, Inc. (the "Company") was recently incorporated under
the laws of the state of Nevada on March 9, 2001. We have not commenced
business operations and we are considered an exploration stage enterprise. To
date, our activities have been limited to organizational matters, obtaining a
mining engineer's report and the preparation and filing of the registration
statement of which this prospectus is a part. In connection with the
organization of our company, the founding shareholders of our company
contributed an aggregate of $25,000 cash in exchange for 2,500,000 shares of
common stock. We have no significant assets, and we are totally dependent
upon the successful completion of this offering and receipt of the proceeds
there from, of which there is no assurance, for the ability to commence our
proposed business operations.
Proposed Business
On April 9, 2001, we acquired a 15 year mining lease from Desert Pacific
Exploration, Inc., the owner of eight unpatented lode mineral
claims, sometimes referred to as the Panorama Project, located in western Nevada
approximately 150 miles south of Reno, Nevada and 48 miles north of Bishop,
California. An unpatented claim is one in which more assessment work is
necessary before all mineral rights can be claimed. We are presently in the
pre-exploration stage and there is no assurance that a commercially viable
precious mineral deposit exists in our property until appropriate geological
exploration is done and a final comprehensive evaluation concludes that there is
economic and legal feasibility to conduct mining operations.
The exploration program proposed by Bream is designed to determine
whether mining operations would be economically feasible. It is uncertain at
this time the precise quantity of minerals in the property that would justify
actual mining operations. Some of the factors that would be used by to determine
whether to proceed with mining operations would be the data generated by the
proposed exploration program. This data will be evaluated to confirm that a
mineral deposit is sufficiently defined on three or more sides. Another factor
would be investigation into whether a buyer or a market exists for the minerals
and the prevailing market price for the minerals.
Under the terms of the lease, Bream may extend the initial
term of 15 years for one additional periods of 15 years provided that all
conditions of the lease have previously been met. Bream has the exclusive
possession of the property for mining purposes during the term of the lease.
The owner of the property on which the claims are located is Desert
Pacific Exploration, Inc. Under the terms of the lease, Bream must pay an
annual royalty as follows, of which the first payment of $5,000 has already
been made:
Anniversary Date Amount
April 9, 2001 $ 5,000.00
April 9, 2002 $10,000.00
April 9, 2003 $10,000.00
April 9, 2004 $10,000.00
April 9, 2004 & thereafter $50,000.00
If Bream fails to meet the above lease payments, the lease may be
terminated if the landlord gives written notice of such default. After
receipt of default, Bream has 15 days to cure the default. In addition, the
lease may be terminated if Bream fails to make federal, state, and county
maintenance
13
payments or filing fees at least 15 days prior to due date. In that event,
the landlord must notify Bream of a possible default. After 10 days, if the
default is not cured the landlord may initiate payment on the claims. Bream
will be able to cure this default by reimbursing all federal, state and
county payments made by the landlord plus a 20% penalty within 30 days.
Under applicable federal, state, and county laws and regulations,
annual mining claim maintenance or rental fees are required to be paid by
Bream for the unpatented mining claims which constitute all or part of the
leased property, beginning with the annual assessment work period of
September 1, 2002 to September 1, 2003. Bream must timely and properly pay
the federal, state, and county annual mining claim maintenance or rental
fees, and must execute and record or file, as applicable, proof of payment of
the federal, state, and county annual mining claim maintenance or rental fees
and the landlord's intention to hold the unpatented mining claims. If Bream
does not terminate the agreement before June 1 of any subsequent lease year,
Bream will be obligated either to pay the federal, state, and local annual
mining claim maintenance or rental fees for the property due that year or to
reimburse the landlord.
Bream also has the right to buy out the landlord's interest in
exchange for a payment of $3,000,000 from which royalty payments made up to
the time of the buyout may be deducted. If a buyout occurs, Bream must also
pay the landlord a perpetual 0.75% royalty on all minerals recovered from the
property.
The lease may be terminated at any time by Bream provided that we
give written notice 30 days prior to relinquishing the leased property. In
the event bream desires to terminate the agreement after June 1 of any year,
we are responsible for all federal, state, and county maintenance and filing
fees for the next assessment year regarding the leased property. In addition,
we must deliver to the landlord in reproducible form all data generated or
obtained for the leased property, whether factual or interpretive. Finally,
we must quitclaim to the landlord all claims located or acquired by us.
Our business activities to date have been restricted to obtaining a
report from our mining engineer, Edward P. Jucevic and preparing this
offering. Mr. Jucevic's report details the geological and mining history of
the claims leased by Bream, including the land status, climate, geology and
mineralization. Mr. Jucevic believes that based upon previous mining activity
in the area, sufficient evidence exists to warrant further exploration on the
leased property which could then lead to actual mining operations.
The property leased by Bream covers lands credited with sporadic,
but high grade gold, silver, and minor mercury production dating to the early
1900's. The claims cover three discrete gold-bearing areas, none of which has
been thoroughly evaluated. Four neighboring unevaluated targets within the
leased claims are recommended for acquisition by staking. Mr. Jucevic
believes that precious metal mineralization is hosted in several areas within
the claims. There is a reasonable potential that additional exploration and
drilling will outline important mineral reserves. A two phase exploration and
drilling program has been proposed. Phase 1, including a recommendation to
stake four neighboring targets, with estimated costs of $60,000, followed by
a Phase 2 with estimated costs of $60,000. The purpose of this offering is to
finance the implementation of Phase I.
Location and Access
The project is located in western Nevada, Mineral County, approximately
150 miles south of Reno and 48 miles north of Bishop, California. Access to
the property from Bishop, California, is via highway US 6, north for a
distance of 48.2 miles to the CCC Ranch Road. Turn north on a northerly
trending gravel road for 0.3 miles to the property.
[Map]
14
Claim Status
Bream has obtained a mining lease on eight valid unpatented lode mining
claims on file with the United States Bureau of Land Management (BLM) records in
Reno, Nevada in the name of Desert Pacific Exploration, Inc. The claims are
filed with the BLM as follows:
Claim Name NMC Number Mineral County Book and Page
Hound Dog 2 763966 Book 169 Page 46
Hound Dog 9 763972 Book 169 Page 52
Ule 19 763991 Book 169 Page 71
Panorama 5 763994 Book 169 Page 74
Panorama 6 763995 Book 169 Page 75
Panorama 7 763996 Book 169 Page 76
Vol 32 763950 Book 169 Page 30
Little Ule 8 763960 Book 169 Page 40
The leased property is comprised of approximately 160 acres. The
owner of record is Desert Pacific Exploration, Inc. of which Herb Duerr is
the sole shareholder. Rental fees assessed by the BLM and intent to hold fees
assessed by the State of Nevada and Mineral County have been paid through
August 31, 2002. The surrounding land is owned by the United States Forest
Service and is open for staking. Mr. Jucevic recommends that at least 35
additional claims be located to cover the strike and provide an adequate
buffer on either side of the mineralized zone.
Climate And Local Resources
The claims leased by Bream are located at elevations ranging from 5900
to 7950 feet in gently rolling hills covered with sagebrush and Pinion pines.
The climate is temperate with moderate snow cover from December to March. No
perennial streams exist on the property. However, groundwater is plentiful.
Power lines are located about three miles east of the property. The closest
population center is Bishop, located about 48 miles to the northwest.
History Of The Claims
Mr. Jucevic has examined the available literature on the claims from
which he has developed the following history. The literature includes United
States Geological Survey (USGS) aeromagnetic Map GP-753 made in 1971, USGS
geological Map CQ-1013 made in 1972, USGS Professional Paper No. 986 entitled
"East Trending Structural Lineaments in Central Nevada," a Master's Thesis at
the University of Nevada, Reno by P. Renkin from 1980 entitled "The Geology
Of The Montgomery Creek Mining District And The R.S. Mine Area, Benton
Quadrangle, California-Nevada" and Nevada Bureau of Mines and Geology
Bulletin 58 by D.C. Ross entitled "Geology and Mineral Deposits of Mineral
County, Nevada" (1961).
According to these sources, the earliest known mining activity on
the claims was conducted in 1863 when gold, silver and lead were discovered.
Production of precious metals occurred on the claims from 1910 to 1913.
Production was achieved again from 1931 to 1933 in some of the claims and
processing occurred on the property. Exploration for mercury occurred in the
late 1940's when a few flasks of mercury were sold from the claims. Tungsten
exploration was carried out on the claims in the late 1950's with little
encouragement.
Recent exploration efforts on the claims started in 1979. At least
seven separate targets in diverse settings were defined by this work. Between
1979 and 1984 at least 32 shallow air track holes were drilled, defining an
area of ore in altered volcanic rock on one side of the property. Large
geochemical sampling programs defined at least seven separate mineralized
environments on the claims.
15
The property was mapped, sampled and drilled between 1997 and 1998.
Two additional areas with significant gold values were identified. The
drilling tested five target areas, with encouraging results from three.
Testing of the one claim area was unsatisfactory because the drill could not
gain access to test the structure. Drilling on another claim intersected gold
starting at the surface. Drilling on another claim confirmed previous
evidence of precious minerals.
Our Proposed Exploration Program
We must conduct exploration to determine what amount of minerals, if
any, exist on our properties, and if any minerals which are found can be
economically extracted and profitably processed. Our exploration program is
designed to economically explore and evaluate our claims.
We do not claim to have any minerals or reserves whatsoever at this
time on any of our claims. We intend to implement an exploration program and
to proceed in the following two phases:
Phase I will involve staking of open ground surrounding Hound Dog
Hill, VOL and Panorama claim target areas. We will then initiate drilling for
soil sample areas of potential interest along the paths of known areas where
ore exists. We will then drill 8 angle holes 300 feet long across mineralized
fault zones. Samples will be assayed for gold, silver, arsenic, mercury,
bismuth, and copper on 5 foot intervals. The cost of Phase I will is
estimated to be $60,000 and will take approximately two months to complete.
Upon completion of Phase I, we will determine the cost effectiveness
of proceeding to Phase II. In making this determination, we will undertake to
have our data from Phase I independently verified for accuracy by an
independent registered engineer to confirm the existence of mineral deposits.
In addition, we will make investigations into whether a buyer or a market
exists for our mineral products and analyze whether the minerals can be
extracted by us for a profit.
Phase I would be considered successful if assay results provide
sufficient justification to develop drill targets. These drill targets could
be areas of elevated gold and/or silver values. Success in the planned Phase
I shallow drilling program would be demonstrated by the intersection of
anomalous precious metal assays from the targeted areas along the known
precious metal structures in the claims. Gold assays of 100 parts per billion
or greater and/or silver assays of 1.0 parts per million or greater over a
five foot drill hole interval would be considered elevated. These same assay
values from surface rock chip samples would be considered elevated.
Phase II will consist of drilling of 9 angle holes averaging 300
feet across to determine the extent, depth and dip of ore discovered in Phase
I. It is anticipated that Phase II will cost $60,000 and will also take
approximately two months to complete. Phase Two would be considered
successful if the planned drilling intersected economic precious metal values
with a minimum equivalent value of 0.10 ounces per ton gold over a ten foot
interval in at least one of the drill holes in the program.
Competitive Factors
The mineral industry is fragmented. We compete with other exploration
companies looking for a variety of mineral reserves. We may be one of the
smallest exploration companies in existence. Although we will be competing
with other exploration companies, there is no competition for the exploration
or removal of minerals from our property. Readily available markets exist in
16
North America and around the world for the sale of minerals. Therefore, we
intend to develop mining claims to the production point in which major mining
production companies would seriously consider pursuing the property as a
valuable and significant acquisition.
Regulations
We will secure all necessary permits for exploration and, if
development is warranted on the property, will file final plans of operation
before we start any mining operations. We anticipate no discharge of water
into active stream, creek, river, lake or any other body of water regulated
by environmental law or regulation. No endangered species will be disturbed.
Restoration of the disturbed land will be completed according to law. All
holes, pits and shafts will be sealed upon abandonment of the property. It is
difficult to estimate the cost of compliance with the environmental law since
the full nature and extent of our proposed activities cannot be determined
until we start our operations and know what that will involve from an
environmental standpoint.
The initial drill program outlined in Phase I will be conducted on
B.L.M. lands. The BLM will require the submittal of a plan of operation which
would be used as the basis for the bonding requirement, water permit and
reclamation program. The reclamation program could include both surface
reclamation and drill hole plugging and abandonment. The amount of the
bonding would be based upon an estimate by the BLM related to the cost of
reclamation if done by an independent contractor. It is estimated the bonding
requirement would be $5000.00. The water permit and fee is included in the
reclamation cost which is estimated to be $1000.00.
The estimate for Phase II reclamation and bonding is based on the
assumption that we have completed the Phase I reclamation and that the
$5000.00 Phase I bond is still in place. Based upon this assumption, it is
estimated that an additional bond of $5,000.00 would be required for Phase
II for a total bonding requirement of $10,000.00.
We would be subjected to the B.L.M. rules and regulations governing
mining on federal lands including a draft environmental impact statement or
EIS, public hearings and a final EIS. The final EIS would address county and
state needs and requirements and would cover issues and permit requirements
concerning: air quality, heritage resources, geology, energy, noise, soils,
surface and ground water, wetlands, use of hazardous chemicals, vegetation,
wildlife, recreation, land use, socioeconomic impact, scenic resources,
health and welfare, transportation and reclamation. Bonding requirements for
mining are developed from the final EIS.
We are in compliance with all laws and will continue to comply with
the laws in the future. We believe that compliance with the laws will not
adversely affect our business operations. Bream anticipates that it will be
required to post bonds in the event the expanded work programs involve
extensive surface disturbance.
Employees
Initially, we intend to use the services of subcontractors for
manual labor exploration work on our properties. Bream will consider hiring
technical consultants as funds from this offering and additional offerings or
revenues from operations in the future permit. At present, our only employee
is Mr. England.
Employees and Employment Agreements
At present, we have no employees, other than Mr. England, our
17
president and sole director who has received no compensation for his
services. Mr. England does not have an employment agreement with us. We
presently do not have pension, health, annuity, insurance, stock options,
profit sharing or similar benefit plans; however, we may adopt plans in the
future. There are presently no personal benefits available to any employees.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
We are a start-up, exploration stage company and have not yet
generated or realized any revenues from our business operations.
Our auditors have issued a going concern opinion. This means that
our auditors believe there is doubt that we can continue as an on-going
business for the next twelve months unless we obtain additional capital to
pay our bills. This is because we have not generated any revenues and no
revenues are anticipated until we begin removing and selling minerals.
Accordingly, we must raise cash from sources other than the sale of minerals
found on our property. Our only other source for cash at this time is
investments by others in our company. We must raise cash to implement our
project and stay in business.
To meet our need for cash we are attempting to raise money from this
offering. There is no assurance that we will be able to raise enough money
through this offering to stay in business. Whatever money we do raise will be
applied first to exploration and then to development, if development is
warranted. If we do not raise all of the money we need from this offering, we
will have to find alternative sources, like a second public offering, a
private placement of securities, or loans from our officers or others. At the
present time, we have not made any arrangements to raise additional cash,
other than through this offering. If we need additional cash and cannot raise
it, we will either have to suspend operations until we do raise the cash, or
cease operations entirely.
We will be conducting research in connection with the exploration of
our property. We are not going to buy or sell any plant or significant
equipment. We do not expect a change in our number of employees.
Limited Operating History; Need for Additional Capital
There is no historical financial information about our company upon
which to base an evaluation of our performance. We are an exploration stage
company and have not generated any revenues from operations. We cannot
guarantee we will be successful in our business operations. Our business is
subject to risks inherent in the establishment of a new business enterprise,
including limited capital resources, possible delays in the exploration of
our properties, and possible cost overruns due to price and cost increases in
services.
To become profitable and competitive, we conduct research and
exploration of our properties. We are seeking equity financing to provide for
the capital required to implement our research and exploration phases.
We have no assurance that future financing will be available to us
on acceptable terms. If financing is not available on satisfactory terms, we
may be unable to continue, develop or expand our operations. Equity financing
could result in additional dilution to existing shareholders.
18
Results of Operations
From Inception on March 9, 2001
We just recently acquired our first interest in lode mineral claims.
At this time we have not yet commenced the research and/or exploration stage
of our mining operations on that property. We have paid $5,000 for a mining
lease. As of March 31, 2001 we have experienced operating losses of $4,903.
Plan of Operations
Since inception, we have used our common stock to raise money for
our property acquisition, for corporate expenses and to repay outstanding
indebtedness. Net cash provided by financing activities from inception on
March 9, 2001 to March 31, 2001 was $12,500 as a result of proceeds received
from our president and sole director. On April 18, 2001 we received
additional cash financing of $12,500 as a result of proceeds received from
Shane Barber and Brent Forgeron. Our business activities to date have been
restricted to obtaining a mining engineer's report and preparing this
offering.
Bream's plan of operations for the next twelve months is to
undertake Phase I of the drilling and exploration program. We can commence
Phase I assuming at least 50% of the offering is sold. However, the total
cost of Phase I is estimated to be $60,000.00 and therefore can not be
completed unless approximately 90% the offering is sold. We have no plan to
engage in any alternative business if Bream ceases or suspends operations as
a result of not having enough money to complete any phase of the exploration
program.
Phase I will involve staking of open ground at a cost of $5,000.
Filing fees are anticipated to be $7,000. We will then initiate drilling for
soil sample areas of potential interest including 8 angle holes 300 feet long
across the suspected areas that indicate the presence of ore. Drilling and
assaying costs are expected to be approximately $34,000. Samples will be
assayed for gold, silver, arsenic, mercury, bismuth, and copper on 5 foot
intervals. The cost of permitting and geological analysis is estimated to be
$7,000. In addition, we anticipate incurring costs of $1,000 for soil and
rock sampling and $2,000 for data compilation fees. The total cost of Phase I
will is estimated to be $60,000 and will take approximately two months to
complete.
Upon completion of Phase I, we will determine the cost effectiveness
of proceeding to Phase II. We will undertake to have our data from Phase I
independently verified for accuracy by an independent registered engineer to
confirm the existence of mineral deposits. In addition, we will make
investigations into whether a buyer or a market exists for our mineral
products and analyze whether the minerals can be extracted by us for a profit.
This offering will only be adequate to finance Phase I. Assuming we
decide to proceed with Phase II, we will be required to obtain additional
financing. Phase II will consist of more extensive drilling of 9 angle holes
averaging 300 feet across to determine the extent, depth and dip of ore
discovered in Phase I. We anticipate incurring costs of $39,000 for drilling
and assaying in addition to $6,000 for drill site construction in Phase II.
We will also incur costs of $10,000 for a geologist $5,000 for permitting and
reclamation. It is anticipated that the total cost of Phase II will be
$60,000. Phase II will take approximately two months to complete.
Liquidity and Capital Resources
As of the date of this registration statement, we have yet to
generate
19
any revenues from our business operations. Since our inception, Mr. England
has paid $12,500 in cash in exchange for 1,250,000 shares of common stock and
the remaining two shareholders have each paid $6,250 for 625,000 shares of
common stock each. This money has been utilized for organizational and
start-up costs and as operating capital. As of March 31, 2001 we had
sustained operating losses of $4,903.00.
We will be required to sell at least 50% of this offering before
commencing Phase I of our planned exploration program. In addition, unless
more than 90% of the offering is sold, we will not be able to complete Phase
I. Assuming sufficient funds are raised in this offering to complete Phase I,
we will be able evaluate within the next 12 months whether to proceed with
Phase II. Should we decide to proceed with Phase II, we will be required to
raise an additional $60,000.00.
According to the terms or our mining lease, we are obligated by
April 9, 2002 to pay a minimum royalty of $10,000. We will be required to
renegotiate the terms of the mineral lease in the event we are unable to
raise sufficient funds in time to meet this obligation.
LEGAL MATTERS
The validity of the shares offered under this prospectus is being
passed upon for us by Kennan E. Kaeder, Attorney at Law, Suite 1904, 110 West
C Street, San Diego, California 92101.
EXPERTS
The financial statements of Bream Ventures, Inc. for the period from
inception on March 9, 2001 through March 31, 2001 included in this prospectus
have been examined Amisano Hanson, Suite 604-750 West Pender Street,
Vancouver, Canada V6C 2T7, independent certified public accountants, as
indicated in their report, and are included in this prospectus in reliance on
the report given upon the authority of that firm as experts in accounting and
auditing.
AVAILABLE INFORMATION
We are filing a registration statement on Form SB-2 with the United
States Securities and Exchange Commission, under the Securities Act of 1933,
covering the securities in this offering. As permitted by rules and
regulations of the Commission, this prospectus does not contain all of the
information in the registration statement. For further information regarding
both Bream Ventures and the securities in this offering, we refer you to the
registration statement, including all exhibits and schedules, which may be
inspected without charge at the public reference facilities of the
Commission's Washington, D.C. office, 450 Fifth Street, N.W., Washington,
D.C. 20549. Copies may be obtained upon request and payment of prescribed
fees.
As of the effective date of this prospectus, we will become subject
to the information requirements of the Securities Exchange Act of 1934.
Accordingly, we will file reports and other information with the Commission.
These materials will be available for inspection and copying at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following regional offices of
20
the Commission: Pacific Regional Office 5670 Wilshire Boulevard, 11th Floor
Los Angeles, CA 90036-3648. Copies of the material may be obtained from the
public reference section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission maintains an
Internet Web site located at http://www.sec.gov that contains reports, proxy
and information statements and other information regarding issuers that file
reports electronically with the Commission. The site is accessible by the
public through any Internet access service provider.
Copies of our Annual, Quarterly and other Reports filed with the
Commission, starting with the Quarterly Report for the first quarter ended
after the date of this prospectus (due 45 days after the end of the quarter)
will also be available upon request, without charge, by writing Bream
Ventures, Inc. 207-1425 Marine Drive, West Vancouver, B.C., V7T 1B9.
21
BREAM VENTURES, INC.
[An Exploration Stage Company]
FINANCIAL STATEMENTS
CONTENTS
Page
Independent Auditors' Report F-1
Balance Sheet F-2
Statement of Operations, for the period from inception F-3
on March 9, 2001 through March 31, 2001
Statement of Cash Flows, for the period from inception F-4
March 9, 2001 through March 31, 2001
Statement of Stockholders' Equity, from inception F-5
on March 9, 2001 through March 31, 2001
Notes to Financial Statements F-6-9
INDEPENDENT AUDITORS' REPORT
To the Stockholders,
Bream Ventures, Inc.
We have audited the accompanying balance sheet of Bream Ventures, Inc. (An
Exploration Stage Company) as at March 31, 2001 and the statements of
operations, stockholders' equity and cash flows for the period March 9, 2001
(Date of Incorporation) to March 31, 2001. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are free of material misstatement. An audit includes examining on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, these financial statements referred to above present fairly, in
all material respects, the financial position of Bream Ventures, Inc. as at
March 31, 2001 and the results of its operations and its cash flows for the
period from March 9, 2001 (Date of Incorporation) to March 31, 2001, in
conformity with generally accepted accounting principles in the United States of
America.
The accompanying financial statements referred to above have been prepared
assuming that the company will continue as a going concern. As discussed in Note
1 to the financial statements, the company is in the exploration stage, and has
no established source of revenue and is dependent on its ability to raise
capital from shareholders or other sources to sustain operations. These factors,
along with other matters as set forth in Note 1, raise substantial doubt that
the company will be able to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Vancouver, Canada "Amisano Hanson"
April 27, 2001 Chartered Accountants
F-1
BREAM VENTURES, INC.
(An Exploration Stage Company)
BALANCE SHEET
March 31, 2001
(STATED IN US DOLLARS)
ASSETS
2001
----
Current
Cash $ 4,067
Accounts receivable 30
Prepaid expenses 5,000
---------
$ 9,097
=========
LIABILITIES
Current
Accounts payable $ 1,500
---------
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value
10,000,000 shares authorized, none outstanding
Common stock, $0.001 par value
100,000,000 shares authorized
1,250,000 shares outstanding 12,500
Deficit accumulated during the exploration stage (4,903)
---------
7,597
---------
$ 9,097
=========
Nature and Continuance of Operations - Note 1
Subsequent Events - Note 6
APPROVED BY THE DIRECTOR:
, Director
- -------------------------------------
SEE ACCOMPANYING NOTES
F-2
BREAM VENTURES, INC.
(An Exploration Stage Company)
STATEMENT OF OPERATIONS
for the period March 9, 2001 (Date of Incorporation) to March 31, 2001
(STATED IN US DOLLARS)
MARCH 9, 2001
(DATE OF
INCORPORATION)
TO MARCH 31,
2001
----
Expenses
Bank charges $ 33
Management fees 2,500
Professional fees 2,370
---------
Net loss for the period $ 4,903
---------
Loss per share $ 0.01
=========
Weighted average number of shares outstanding 852,273
=========
SEE ACCOMPANYING NOTES
F-3
BREAM VENTURES, INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
for the period March 9, 2001 (Date of Incorporation) to March 31, 2001
(STATED IN US DOLLARS)
MARCH 9, 2001
(DATE OF
INCORPORATION)
TO MARCH 31,
2001
----
Cash Flows from Operating Activities
Net loss for the period $ (4,903)
Changes in non-cash working capital balances related to
operations
Accounts receivable (30)
Prepaid expenses (5,000)
Accounts payable 1,500
---------
(8,433)
---------
Cash Flows from Financing Activity
Capital stock subscribed 12,500
---------
Increase in cash during the period 4,067
Cash, beginning of the period -
---------
Cash, end of the period $ 4,067
=========
SEE ACCOMPANYING NOTES
F-4
BREAM VENTURES, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
for the period March 9, 2001 (Date of Incorporation) to March 31, 2001
(STATED IN US DOLLARS)
DEFICIT
ACCUMULATED
COMMON SHARES ADDITIONAL DURING THE
----------------------- PAID-IN EXPLORATION
# PAR VALUE CAPITAL STAGE TOTAL
--------- --------- --------- --------- ---------
Capital stock subscribed
pursuant to an offering
memorandum, for cash
- at $0.01 1,250,000 $ 1,250 $ 11,250 $ - $ 12,500
Net loss for the period - - - (4,903) (4,903)
--------- --------- --------- --------- ---------
Balance, as at March 31, 2001 1,250,000 $ 1,250 $ 11,250 $ (4,903) $ 7,597
========= ========= ========= ========= =========
SEE ACCOMPANYING NOTES
F-5
BREAM VENTURES, INC.
(An Exploration Stage Company)
Notes to the Financial Statements
for the period March 9, 2001 (Date of Incorporation) to March 31, 2001
(STATED IN US DOLLARS)
Note 1 NATURE AND CONTINUANCE OF OPERATIONS
The company is in the exploration stage. The company has entered
into a lease agreement to explore and mine a resource property
located in the state of Nevada, United States of America and has
not yet determined whether this property contains reserves that
are economically recoverable. The recoverability of amounts from
the resource property will be dependent upon the discovery of
economically recoverable reserves, confirmation of the company's
interest in the underlying property, the ability of the company to
obtain necessary financing to satisfy the expenditure requirements
under the resource property agreement and to complete the
development of the property and upon future profitable production
or proceeds for the sale thereof.
These financial statements have been prepared on a going concern
basis. The company has accumulated a deficit of $4,903 since
inception. Its ability to continue as a going concern is dependent
upon the ability of the company to generate profitable operations
in the future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due.
The company was incorporated in Nevada on March 9, 2001.
Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the company have been prepared in
accordance with generally accepted accounting principles in the
United States of America. Because a precise determination of many
assets and liabilities is dependent upon future events, the
preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful
judgement. Actual results may vary from these estimates.
The financial statements have, in management's opinion, been
properly prepared within reasonable limits of materiality and
within the framework of the significant accounting policies
summarized below:
EXCHANGE ACT GUIDE 7
The Securities and Exchange Commission's Exchange Act Guide 7
"Description of property by issuers engaged or to be engaged in
significant mining operations" requires that mining companies in
the exploration stage should not refer to themselves as
development stage companies in the financial statements, even
though such companies should comply with Financial Accounting
Standard Board Statement No. 7, if applicable. Accordingly, the
company has not been referred to as being a development stage
company.
F-6
Bream Ventures, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
for the period March 9, 2001 (Date of Incorporation) to March 31, 2001
(STATED IN US DOLLARS) - Page 2
Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (cont'd)
RESOURCE PROPERTIES
The acquisitions of resource properties are initially recorded at
cost. Producing mineral properties are depleted over their
estimated useful lives based upon a method relating recoverable
mineral reserves to production. Non-producing mineral properties
that the company abandons interest in are written-off in the year
of abandonment. Exploration costs are expensed as incurred.
ENVIRONMENTAL COSTS
Environmental expenditures that relate to current operations are
expensed or capitalized as appropriate. Expenditures that relate
to an existing condition caused by past operations, and which do
not contribute to current or future revenue generation, are
expensed. Liabilities are recorded when environmental assessments
and/or remedial efforts are probable, and the cost can be
reasonably estimated. Generally, the timing of these accruals
coincides with the earlier of completion of a feasibility study or
the company's commitments to plan of action based on the then
known facts.
INCOME TAXES
The company uses the liability method of accounting for income
taxes pursuant to Statement of Financial Accounting Standards, No.
109 "Accounting for Income Taxes".
BASIC LOSS PER SHARE
The company reports basic loss per share in accordance with the
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share". Basic loss per share is computed using the weighted
average number of shares outstanding during the period. Diluted
loss per share has not been provided as it would be antidilutive.
FAIR VALUE OF FINANCIAL INSTRUMENT
The carrying value of cash, accounts receivable and accounts
payable approximates fair value because of the short maturity of
these instruments.
F-7
Bream Ventures, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
for the period March 9, 2001 (Date of Incorporation) to March 31, 2001
(STATED IN US DOLLARS) - Page 3
Note 3 DEFERRED TAX ASSETS
The Financial Accounting Standards Board issued Statement Number
109 in Accounting for Income Taxes ("FAS 109") which is effective
for fiscal years beginning after March 15, 1992. FAS 109 requires
the use of the asset and liability method of accounting of income
taxes. Under the assets and liability method of FAS 109, deferred
tax assts and liabilities are recognized for the future tax
consequences attributable to temporary differences between the
financial statements carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.
The following table summarizes the significant components of the
company's deferred tax assets:
TOTAL
-----
Deferred Tax Assets
Non-capital loss carryforward $ 4,903
========
Gross deferred tax assets $ 2,452
Valuation allowance for deferred tax asset (2,452)
--------
$ -
========
The amount taken into income as deferred tax assets must reflect
that portion of the income tax loss carryforwards that is likely
to be realized from future operations. The company has chosen to
provide an allowance of 100% against all available income tax loss
carryforwards, regardless of their time of expiry.
Note 4 INCOME TAXES
No provision for income taxes has been provided in these financial
statements due to the net loss. At March 31, 2001 the company has
net operating loss carryforwards, which expire commencing in 2021,
totalling approximately $4,903, the benefit of which has not been
recorded in the financial statements.
F-8
Bream Ventures, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
for the period March 9, 2001 (Date of Incorporation) to March 31, 2001
(STATED IN US DOLLARS) - Page 4
Note 5 NEW ACCOUNTING STANDARD
In June 1998, the Financial Accounting Standards board issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging
Activities," which standardized the accounting for derivative
instruments. SFAS is effective for all fiscal quarters of all
fiscal years beginning after June 15, 1999. Adopting this standard
will not have a significant impact on the company's financial
positions, results of operations or cash flows.
Note 6 SUBSEQUENT EVENTS
i) By a lease agreement dated April 9, 2001 the company was
granted the exclusive right to explore, develop and mine the
Panorama Project resource property located in Mineral County
of the State of Nevada. The company shall pay the following
minimum advance royalty payments to the lessor:
- $5,000 upon execution (paid);
- $10,000 on April 9, 2002;
- $10,000 on April 9, 2003;
- $10,000 on April 9, 2004;
- $50,000 on April 9, 2005 and every April 9 thereafter
The company has the option to buyout the lease for $3,000,000,
from which advance royalty payments paid may be deducted.
Should the company exercise this option, the lessor shall also
be paid a perpetual royalty of 0.75% of the net smelter
returns from all production thereafter.
The company is also required to pay all federal and state
mining claim maintenance fees for any year in which this
agreement is maintained in good standing after June 1. The
company is required to perform reclamation work on the
property as required by federal, state and local law for
disturbances resulting from the company's activities on the
property.
The term of the lease is for 15 years, renewable for another
15 years.
ii) The company entered into subscription agreements to issue
1,250,000 common shares at $0.01 per share for proceeds of
$12,500.
F-9
BREAM VENTURES, INC.
[An Exploration Stage Company]
1,800,000 Shares
Common Stock
$0.05 Per Share
--------------
PROSPECTUS
--------------
BREAM VENTURES, INC.
5277 Marine Drive
West Vancouver, B.C.
V7W 2P5
June 18, 2001
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officer of the
Registrant is insured or indemnified in any manner against any liability which
he may incur in his capacity as such, is as follows:
1. Article XII of the articles of incorporation of Bream, filed
as Exhibit 3.1 to the Registration Statement.
2. Article XI of the bylaws of Bream, filed as Exhibit 3.2 to the
Registration Statement.
3. Nevada Revised Statutes, Chapter 78.
The general effect of the foregoing is to indemnify a control person,
officer or director from liability, thereby making Bream responsible for any
expenses or damages incurred by such control person, officer or director in any
action brought against them based on their conduct in such capacity, provided
they did not engage in fraud or criminal activity.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
The following table sets forth all estimated costs and expenses, other than
underwriting discounts, commissions and expense allowances, payable by the
issuer in connection with the maximum offering for the securities included in
this registration statement:
Amount*
SEC Registration fee $22.50
Blue sky fees and expenses $1,000.00
Legal fees and expenses $10,000.00
Printing and shipping expenses $1,000.00
Accounting fees and expenses $5,000.00
Transfer and Miscellaneous expenses $1,000.00
Total $18,022.50
* All expenses are estimated except the Commission filing fee.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
The following sets forth information relating to all previous sales of
Common stock by the Registrant which sales were not registered under the
Securities Act of 1933.
In connection with the organization of Bream, our founding
shareholder, Anthony England, has paid an aggregate of $25,000 cash to
purchase 1,250,000 shares of common stock of our company. This transaction
was not registered under the Securities Act of 1933 (the "Act") in reliance
on the exemption from registration in Section 4(2) of the Act. The securities
were offered and sold without any general solicitation to persons affiliated
with the issuer. As a founding shareholder, these shares are subject to the
resale provisions of Rule 144 and may not be sold or transferred without
registration except in accordance with Rule 144. Certificates representing
the securities bear such a legend.
II-1
ITEM 27. EXHIBITS INDEX.
NUMBER EXHIBIT NAME
- ------ ------------
1.1 Subscription Agreement
1.2 Subscription Agreement of Anthony England
1.3 Subscription Agreement of Brent Forgeron
1.4 Subscription Agreement of Shane Barber
3.1 Articles of Incorporation
3.2 By-Laws
4.1 Specimen Stock Certificate
5.1 Opinion Regarding Legality
10.1 Mining Lease
10.2 Mining Claims
23.1 Consent of Amisano Hanson
23.2 Consent of Kennan E. Kaeder
23.3 Consent of Edward P. Jucevic
All other Exhibits called for by Rule 601 of Regulation S-B are not applicable
to this filing. Information pertaining to our common stock is contained in our
articles of incorporation and by-Laws.
ITEM 28. UNDERTAKINGS.
The undersigned registrant undertakes:
(1) To file, during any period in which offer or sales are being made, a
post-effective amendment to this registration statement:
I. To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
II. To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post effective
amendment) which, individually or in the aggregate, represent a fundamental
change in the information in the registration statement;
III. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to the information in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of securities at that time shall be deemed to be the
initial bona fide offering.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission any supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
to that section.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to our certificate of incorporation or provisions of
Nevada law, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission the indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. If a
claim for indemnification against liabilities (other than the payment by the
Registrant) of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit, or proceeding is asserted by a director, officer or controlling person
in connection with the securities being registered, the Registrant will,
unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether the indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of the
issue.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and has duly caused this
registration statement to be signed on our behalf by the undersigned, in the
City of West Vancouver, B.C., on June 18, 2001.
(Registrant) Bream Ventures, Inc.
By (signature and title) /s/ ANTHONY ENGLAND
----------------------------------
President, Treasurer, and Director
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
(signature) /s/ ANTHONY ENGLAND
----------------------------------
(title) President, Chief Executive Officer,
Secretary, Chairman of the Board
(date) June 18, 2001
(signature) /s/ ANTHONY ENGLAND
----------------------------------
(title) Principal Financial Officer
(date) June 18, 2001
II-3
INDEX TO EXHIBITS
- ---------------------------------------------------------------
SEC REFERENCE TITLE OF DOCUMENT
NUMBER
- ----------------------------------------------------------------
1.1 Subscription Agreement
- ----------------------------------------------------------------
1.2 Subscription Agreement of Anthony England
- ----------------------------------------------------------------
1.3 Subscription Agreement of Brent Forgeron
- ----------------------------------------------------------------
1.4 Subscription Agreement of Shane Barber
- ----------------------------------------------------------------
3.1 Articles of Incorporation
- ----------------------------------------------------------------
3.2 Bylaws
- ----------------------------------------------------------------
4.1 Specimen Stock Certificate
- ----------------------------------------------------------------
5.1 Opinion Regarding Legality
- ----------------------------------------------------------------
10.1 Mining Lease
- ----------------------------------------------------------------
10.2 Mining Claims
- ----------------------------------------------------------------
23.1 Consent of Amisano Hanson
- ----------------------------------------------------------------
23.2 Consent of Kennan E. Kaeder
- ----------------------------------------------------------------
23.3 Consent of Edward P. Jucevic